Interim Report for Q3 2018 Luminor AS consolidated and `s Interim Condensed Financial Statements for the nine month ended LUMINOR BANK AS, Latvia 1
TABLE OF CONTENTS MANAGEMENT REPORT 3 INTERIM CONDENSED FINANCIAL STATEMENTS: INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME FOR NINE MONTHS ENDED 30 SEPTEMBER 2018 11 INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2018 AND 31 DECEMBER 2017 12-13 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 30 SEPTEMBER 2018 14 INTERIM CONDENSED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2018 15 NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS 16 NOTE 1. INCORPORATION AND PRINCIPAL ACTIVITIES 16 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 16 NOTE 3. NEW STANDARDS, INTERPRETATIONS AND AMENDMENTS ADOPTED BY THE GROUP 17 NOTE 4. DUE FROM CREDIT INSTITUTIONS 26 NOTE 5. LOANS AND ADVANCES TO CUSTOMERS 26 NOTE 6. FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS 27 NOTE 7. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME 28 NOTE 8. INVESTMENTS IN SUBSIDIARIES 28 NOTE 9. OTHER ASSETS 29 NOTE 10. DERIVATIVE FINANCIAL INSTRUMENTS 29 NOTE 11. PROVISIONS FOR IMPAIRMENT LOANS AND OTHER ASSETS 30 NOTE 12. LIABILITIES TO CENTRAL BANKS 32 NOTE 13. DUE TO OTHER CREDIT INSTITUTIONS 32 NOTE 14. DUE TO CUSTOMERS 32 NOTE 15. OTHER LIABILITIES 32 NOTE 16. OFF-BALANCE SHEET ITEMS 33 NOTE 17. RELATED PARTY TRANSACTIONS 33 NOTE 18. FAIR VALUE OF ASSETS AND LIABILITIES 35 NOTE 19. MATURITY ANALYSIS OF ASSETS AND LIABILITIES 44 NOTE 20. LITIGATION AND CLAIMS 47 NOTE 21. SUBSEQUENT EVENTS 47 CONTACT DETAILS 48 2
MANAGEMENT REPORT Overview Luminor was established on 1 October 2017 as a result of the merger of DNB ASA (Commercial Register no. 984 851 006) and Nordea AB (Swedish Commercial Register no. 516406-0120) operations in the Baltic countries to create a new-generation financial service provider for local businesses and financially active people. Luminor is the third-largest financial services provider in the Baltics, with 1.1 million clients, ca 3,000 employees, ca 16% market share in deposits and ca 22% market share in lending. Total shareholder equity of Luminor amounts to 1.8 billion euros and is capitalised at CET1 17.3%. Luminor s vision is to become the best financial ecosystem for its customers. On 13 September 2018, an agreement was signed between DNB ASA and Nordea AB with US-based private equity firm Blackstone to sell the majority stake in Luminor. As part of the transaction, Blackstone will acquire a 60% majority stake in the bank. Nordea and DNB will retain equal 20% equity stakes in Luminor and will continue to support the bank with long term funding, expertise and ongoing representation on the Board of Directors. Additionally, Blackstone has entered into an agreement with Nordea to purchase their remaining 20% stake over the coming years. Closing of the transaction is subject to European Central s and local supervisory authorities approvals and is anticipated to occur in the first half of 2019. This transaction represents the largest majority-stake acquisition of a universal bank by private equity in the last decade globally, and one of the largest M&A transactions in Baltic history. Luminor AS (or Luminor Latvia ) offers a wide range of products and services to its customers in all channels, digital and physical, with headquarters in Riga and 19 offices in the biggest cities in Latvia, including Rezekne, Daugavpils, Valmiera, Jelgava, Ventspils and Cesis. It offers a total of 220 ATMs located throughout Latvia. At the end of Q3 2018 Luminor Latvia employed ca 1,000 full-time employees and served ca 266,000 clients in the private and business segments, with a market share of ca 26% in lending and approximately 18% in deposits, making Luminor the secondlargest financial services provider on the Latvian market. The market share of Luminor in both lending and deposits has significantly increased over previous period mostly due to closure of ABLV bank. Macroeconomic overview Latvia s economy accelerated to 5,3% annual growth in Q2 from 4.1% in Q1. It was helped by the large number of working days, seasonally adjusted rate fell from 4.9% to 4.4%. A slowdown in expected in H2 from the average of 4.7% in H1 (nsa), Luminor expects the economy to grow by 4.3% in the whole of 2018. In 2019 growth will cool further to 3.6%. Increasing labour shortages and global economic cycle are the main risks. The first can be partially alleviated by internal migration and repatriation. The strong growth is a result of good exports performance (up 4.9% y/y in H1 in real terms) that has coincided with investment boom partially caused by EU fund cycle, but also strong demand for residential, retail and hotel space. Construction will continue to expand, but it obviously cannot grow by >20% forever. Investment in residential, office and industrial buildings has been low for several years, so there is a lot of pent-up demand as well as willingness of foreign developers to invest in Latvia, particularly Greater Riga. The outlook for export sectors (primarily manufacturing, transports, business and IT services) becomes somewhat less favourable. There is however a good chance to maintain the present (~5%) growth rate as the structure changes in favour of sectors with higher speed limit. Outlook for consumption is quite favourable. Employment growth accelerated to 2.0% in Q2, wages are likely to rise by 9.0% in 2018. Registered unemployment declined to 6.1% in September, but the ratio of job seekers to 7.2% in August, down 1.3 pp from a year ago. The housing market cycle is picking up gradually. Annual growth of housing loan portfolio turned positive in July for the first time since 2009. Building permit data signal continuous strong expansion of residential construction. Confidence remains strong, in all four major sectors (industry, services, retail, construction) it is at or above historic average, significantly so in the case of construction. Activities During Q3 2018 Luminor continued with the legal merger, which foresee the full integration of the banks, continuing operations in all three Baltic States through the Estonian bank and its registered branches in Latvia and Lithuania. In May 2018, Luminor received confirmation from the European Central that the branches in Latvia and Lithuania could be established and commence operations. The cross-border merger and legal change is expected to take place starting from 2 January 2019. During Q3 2018 Luminor Latvia continued to actively work to support outstanding customer service, organization efficiency and simplicity, growth in income and focus on target customers as well as fostering high performance. Household segment At the end of Q3 2018, Luminor Latvia served ca 243,000 household clients, ensuring stable growth in the number of active 3
customers. To increase general customer satisfaction and customer service quality, a new hospitality programme and customer service standards were introduced and launched for further implementation alongside the implementation of a new customer service model. The next visible step is the opening of the new self-service branch in the city of Cesis, offering our customers more convenient online banking services for daily financial operations as well as flexible advisory support at hours that are convenient to the customer. The Luminor Latvia self-service centre also aims to support practical support for local entrepreneurs and entrepreneurial people, opening the premises up for external meetings with customers or partners upon request. During the quarter, general customer satisfaction and net promoter score measurement showed positive, upward trends. Private ing segment In Q3 2018 the Luminor Private ing segment in Latvia continued to develop and implement a new Private ing service quality standard for customers that will be integrated in the daily routines of the Luminor Private ing customer experience in Lithuania and Estonia. Total income figures are positive and according to plan. Work has continued on validating the future daily banking offering. More visible advisory and loyalty efforts resulted in the gradual attraction of new target customers during Q3 2018. General customer satisfaction and net promoter score figures are stable or showing a positive, upward trend. Business and Corporate Client segments During Q3 2018, Luminor Latvia continued to focus on its core target segments business and corporate delivering stable business results. During the quarter, a new service model was implemented whereby our business customers are on-boarded within an hour, thus supporting both general customer satisfaction and the activity level among target customers. In August, Luminor Latvia entered into a partnership with the Development Finance Institution ALTUM, introducing a new offering to small and medium-sized businesses, providing them with non-pledged loans. General interest in the product is high and over two months Luminor issued loans amounting to half a million euros, with an average loan amount of 50,000 euros. Throughout Q3 2018 Luminor Latvia strengthened its focus on target customers through initiatives such as regional client seminars to support Luminor brand awareness. Leasing In Q3 2018 Luminor Leasing in Latvia made a significant step towards the further automation of daily administrative processes by introducing its first robot. The newly launched robot aims to prepare regular reports for vehicle and equipment partners, thus relieving the bank s units of this manual, routine task. Additionally, right-sizing of planned new leasing sales continued in Q3 2018, focusing on profitability improvements. As such, general leasing new sales grew more slowly than the market. New leasing sales at the end of Q3 reached EUR 156 million, whereas the portfolio volumes reached EUR 528 million. Total income amounted to EUR 9.8 million. To support sales, additional sales campaigns via vehicle and equipment vendor partners continued. In Q3 2018 Luminor Leasing retained its leading position as a financier for new cars and new construction and agriculture machinery, with 30% market share. Pensions The pension assets of more than 132,000 Luminor customers reached 528 million euros at the end of Q3 compared to 511 million euros in Q2 2018. During Q3, pension funds with equity strategies retained leading positions over five- and ten-year periods (for funds with comparable track records). Fixed-income portfolios stabilized and returned flat results. Two Luminor pension fund management companies in Latvia Luminor Asset Management IPAS and Luminor Pensions Latvia IPAS were merged on 2 August 2018. Luminor customers will directly benefit from the merger since it will further facilitate a reduction in management fees by 10-15% per annum. Additionally, in order to harmonise its pension product offering and utilise related synergies, Luminor Asset Management intends to merge two conservative and two active 2nd pillar pension funds at the end of Q4. Corporate social responsibility in Luminor We are creating a new-generation financial services provider because we are determined to build a better tomorrow for families and businesses and for the communities and countries in which we live and operate. We believe in contributing to the development of the local communities in which we operate. We are committed to considering corporate governance, social conditions and the environment in all of our activities, including product and service development, advisory services and sales, investment and credit decisions and other operations.. We do not contribute to the infringement of human or labour rights, corruption, serious environmental harm or other actions that could be 4
regarded as unethical. Luminor has a responsibility to make an effort to ensure that the banking industry delivers ethical products and services, and we take responsibility for who our products and services are offered to and how. Anti-money laundering matters In Luminor we have zero tolerance towards money laundering and other financial crime risk. Luminor has developed and implemented a comprehensive set of measures to identify, manage and control its risks. We comply with sanctions laws and follow the guidelines, recommendations and standards issued by local regulatory and supervisory authorities and relevant international organizations, as well as those issued by local ing Associations and Financial Intelligence in each Baltic state. Our Compliance and Anti-Money Laundering (AML) functions operate at the pan-baltic level, with competence centres and highly experienced professionals in the following areas: data protection, AML/ Certified Fraud Examiners (CFT), FATCA, IT compliance and digital channels, Business Integrity, Products & New Product Development. Luminor s AML, Compliance and Anti- Financial Crime units employ over 100 professionals, maintaining a robust compliance framework and processes throughout the organization. Significant events after Luminor has recently established a Euro Medium Term Note (EMTN) programme, which enables Luminor to issue bonds under standardized documentation. The programme has two purposes - to replace funding from the owner banks and to support and fund our customer business. Under this programme, Luminor will be able to issue debt in different sizes and maturities going forward. On 10 October 2018, Luminor issued a 350-million-euro senior unsecured inaugural public bond with a maturity of three years and coupon of 150 bps. The bond will be listed on the Irish Stock Exchange. The issue was well supported by the Baltic community and international accounts, having a total of 46 investors spread over 14 different countries. Bonds were issued by Luminor Estonia, taking into account both the upcoming change in its ownership structure and Luminor s cross-border merger to become one centralised bank under Estonia with Latvia and Lithuania as branches starting from January 2019. On 10 October 2018, Moody s Investor Service assigned to Luminor a senior unsecured MTN rating of Baa2, which followed the issuance of senior debt within the scope of provisionally rated senior unsecured EMTN program carrying a long-term rating of (P) Baa2. The rationale for the senior unsecured EMTN program rating is explained in the Moody s Investor Service rating action released on 13 September 2018. Financial results The merger of the Baltic businesses of DNB and Nordea in October 2017 has had a significant impact both on the financial result and operational focus. The consolidated financial information prior to the merger represents consolidated results of DNB s respective entities, whereas starting from 1 October 2017, such financial information also reflects the effects of the acquisition of assets and liabilities of Nordea. As a result, comparability of consolidated financial information between January-September 2017 and January-September 2018 is limited in light of the effects of the merger. Net profit earned in Q3 2018 was 19.1 million euros, which was 2 million euros more than Q2 2018 mainly due to reversals of impairment losses on loans, which increased the profit in Q3 2018. Net interest margin increased 0.1% reaching 2.1%. Net fees and commission income remained stable in Q3 2018 compared to Q2 2018 from both corporate and household. 5
KEY FIGURES* Jan-Sep 2018 Q3 2018 Net profit 45 752 19 160 Average equity 539 741 545 174 Return on equity (ROE), % 11.3% 14.1% Average assets 4 589 517 4438 952 Return on assets (ROA), % 1.3% 1.7% Net interest income 66 943 22 432 Average interest earning assets 4 431 699 4277 776 Net interest margin (NIM), % 2.0% 2.1% Cost / Income ratio (C/I), % 58.5% 49.6% *Quarterly ratios (ROE, ROA, NIM, C/I) have been expressed on an annualized basis Explanations: Average equity (belonging to owners of company) = (equity at end of reporting period + equity at end of previous period) / 2 Return on equity (ROE) = Net profit / Average equity * 100% Average assets = (assets at end of reporting period + assets at end of previous period) / 2 Return on assets (ROA) = Net profit / Assets, average * 100 Average interest earning assets = (interest-earning assets at end of reporting period + interest-earning assets at end of previous period) / 2 Net interest margin (NIM) = Net interest income / Interest earning assets, average * 100 Cost / Income ratio = Total operating expenses / Total net income * 100 Loans to customers totalled 3.5 billion euros at, increasing by 1% compared to 30 June 2018. Loans to nonfinancial corporate customers comprised 46% and loans to households 51% of the credit portfolio of Luminor. The market share of Luminor s loans in Latvia was approximately 26%. Lending Deposits 2% 44% 9% 51% 5% 46% 42% Other financial corporations Non-financial corporations Households General governments Non-financial corporations Non-financial corporations Households Deposits from customers (excluding deposits from credit institutions) totalled 2.7 billion euros at.. Deposits from non- financial corporate clients comprised 42% and deposits from households 44% of the customer deposit portfolio of Luminor. The market share of Luminor s deposits in Latvia was approximately 18%. The loan-to-deposit ratio increased in Q3 2018 to 127% from 125% in Q2. 6
ASSET QUALITY FOR Q3 As at the end of Q3 2018 the quality of Luminor loan portfolio has slightly improved. The share of impaired loans in total loan portfolio amounts to 7.6%. Decrease in the volume and share of non-performing loans in Q3 2018 is related to individually large customer write-offs and private individuals becoming performing. Allowances for on-balance sheet exposures amounted to 108 million EUR or 3.04 % of total loan portfolio. Household Non-financial corporations Other financial corporations General governments Total* Gross Loans 1832 760 1631 187 84 131 5467 3553545 Allowances -57418-52 048 1486-0 -107 981 Net Loans 1775 342 1579 139 85 616 5467 3445564 Gross Impaired Loans 103 354 168 488 0 0 271 842 Impairment ratio % 3.13% 3.19% 1.77% 0.00% 3.04% Gross impaired Loans vs Gross Loans (NPL ratio) % 5.64% 10.33% 0.00% 0.00% 7.65% Allowances vs Gross impaired Loans % 55.55% 30.89% 0.00% 0.00% 39.72% *excluding loans to Credit Institutions Explanations: Impairment ratio % = Allowances / Gross Loans Gross impaired loans vs Gross Loans (NPL ratio) % = Gross impaired Loans / Gross Loans Allowances vs Impaired Loans = Allowances(Provisions)/ Gross Impaired Loans FUNDING Luminor Latvia has a strong and prudent liquidity risk profile. The funding base consists of a large deposit base, TLTRO and funding from parent banks among other items. The funding base is mainly euro-denominated. At the end of Q3 2018 Luminor Latvia had utilised 1.11 billion euros in funding from the parent banks. 45 all other Liabilities M EUR 6 Due to other credit institutions 252 Due to general governments 1 974 Customer Deposit (current) 927 Parent Funding (short term) 555 Equity 124 Other Financial Institutions and CB 27 TLTRO 325 21 Customer Derivative Deposit (term) financial instruments 185 Parent funding (long term) Utilized parent funding amounts to 3.97 billion euros at the Luminor group level and is provided by the two parent banks in the form of a syndicate, where each parent bank provides 50%. Long-term funding was committed for 6 years (4+2), beginning from the 1 October 2017 when Luminor was established and short-term funding in the form of revolving credit of 364 days. In addition to the current outstanding utilized funding, there is also a committed credit line of 0.92 billion euros in place (not utilized at present). When Luminor attracts wholesale long-term (longer than one year) funding externally, the intent is to amortize an equal amount of parent funding. 7
Rating Luminor AS (Latvia) does not have an individual rating. On the 11 October 2018 Moody s assigned first time ratings to Luminor AS (Estonia), including a local currency long-term senior unsecured debt rating of Baa2. The ratings assigned to Luminor AS (Estonia) reflect the forward-looking assessment of the group s operations as a whole, taking into account the future ownership change and merger effects, which is expected to legally consolidate Luminor AS (Latvia) and Luminor AB (Lithuania), which will be branches of Luminor AS (Estonia), expected as of 2 January 2019. LIQUIDITY The LCR (liquidity coverage ratio) for Luminor Latvia was 124.9% at the end of Q3 2018, according to the Delegated Act s LCR definition. The liquidity buffer is composed of highly liquid central bank eligible securities and cash. At the end of Q3 2018, Luminor Latvia s NSFR (net stable funding ratio) was 106.4% using an RSF (required stable funding) factor of 85% for qualifying collateralised mortgages. Ratio 30 June 2018 30 March 2018 LCR 124.9% 130.0% 150.0% 169.0% NSFR** 106.4% 106.3% 109.0% 118.0% **mortgages that would qualify for 35% or lower risk weight are calculated with 85% RSF factor. Deposit structure 4.2% 1.7 % EE Deposits EU Deposits ex EE 94.1% Non-EU Deposits from customers are mainly from residents of Latvia. In total, 95.8% of all deposits from household and non-financial corporates are from EU residents. CAPITAL Luminor Latvia s capital adequacy was 17.64% as of (: 18.49%), which is well above the internal target of 17.0%. The main driver for the decrease of capital adequacy is the increase of credit risk from corporate exposures. Capital adequacy of Luminor Latvia is fully covered by CET1 capital. Capital ratios Position Q3 2018 Q2 2018 Q1 2018 Q4 2017 Capital adequacy 17.64% 17.82% 18.13% 18.49% Leverage Ratio 10.76% 10.75% 10.38% 10.28% CET 1 Ratio 17.64% 17.82% 18.13% 18.49% T1 Capital Ratio 17.64% 17.82% 18.13% 18.49% Total Capital Ratio 17.64% 17.82% 18.13% 18.49% 8
Capital base OWN FUNDS 502 958 516 460 1. TIER 1 CAPITAL 502 958 516 460 1.1. COMMON EQUITY TIER 1 CAPITAL 502 958 516 460 1.1.1. Capital instruments eligible as CET1 Capital 260 891 260 891 Paid-up capital instruments 191 178 191 178 Share premium 69 713 69 713 1.1.2. Retained earnings -219 500-205 310 1.1.3. (-) Other intangible assets -1 878-1 330 1.1.4 Other reserves 466 319 466 319 1.1.5 Adjustments to CET1 due to prudential filters -664-975 1.1.6 CET1 capital elements or deductions - other -2 209-3 135 Risk exposure TOTAL RISK EXPOSURE AMOUNT 2 851 856 2 793 780 1. RISK-WEIGHTED EXPOSURE AMOUNTS FOR CREDIT, COUNTERPARTY CREDIT AND DILUTION RISKS AND FREE DELIVERIES 2 616 340 2 564 140 1.1 Standardized approach (SA) 2616 340 2564140 1.1.1 SA exposure classes excluding securitisation positions 2616 340 2564140 Central governments or central banks 0 0 Regional governments or local authorities 1 954 3 002 Institutions 51 117 36 471 Corporates 1320 806 1192 672 Retail 474 262 523 987 Secured by mortgages on immovable property 476 929 483 794 Exposures in default 214 799 230 194 Equity 6 393 5534 Other items 70080 88485 TOTAL RISK EXPOSURE AMOUNT FOR POSITION, FOREIGN EXCHANGE AND COMMODITIES RISKS 0 0 TOTAL RISK EXPOSURE AMOUNT FOR OPERATIONAL RISK (OpR ) 221 895 221 895 TOTAL RISK EXPOSURE AMOUNT FOR CREDIT VALUATION ADJUSTMENT 13 620 7 745 Large exposures % from net Number / Amount own funds Number / Amount % from net own funds Number of customers with large exposures 35 0% 46 0% Due from customers with large exposures 1 223 612 243% 1 633 427 316% Own funds included in calculation of capital adequacy 502 958 100% 516 460 100% 9
Statement of the Management Board The interim report of Luminor AS for Q3 2018 consists of the following parts and reports: Management Report; Interim Condensed Financial Statements The data and additional information presented in the interim report of Luminor AS for Q3 2018 is true and complete. The Financial Statements present a fair and true view of the financial status and economic performance of the bank and the Consolidated group. The Interim Condensed Financial Statements have been prepared according to the principles of the International Accounting Standard IAS 34 Interim Financial Reporting. Luminor AS and the bank s subsidiaries are going concerns. Kerli Gabrilovica Chairman of the Board Ivita Asare Member of the Management Board Riga, 27 November 2018 10
INTERIM CONDENSED FINANCIAL STATEMENTS Interim condensed statement of comprehensive income for nine months ended Note 30.09. 2018 Q3 2018 30.09. 2017 Q3 2017 Interest income 78 370 26 146 34 387 11 558 68 934 22 931 30 854 10 318 Interest expense (11 427) (3 714) (4 789) (1 552) (11 418) (3 714) (4 362) (1 407) Net interest income 66 943 22 432 29 598 10 006 57 516 19 217 26 492 8 911 Fees and commission income 25 705 8 512 13 917 4 389 22 327 7 373 12 449 3 861 Fees and commission expenses (6 862) (2 278) (4 398) (1 540) (6 732) (2 211) (4 133) (1 456) Net fees and commissions 18 843 6 234 9 519 2 849 15 595 5 162 8 316 2 405 Net result from operations with foreign currency, trading securities and 5 218 1 925 1 222 292 5 222 1 927 1 210 288 derivative financial instruments Net result from operations with investment property (404) 19 (992) (394) (118) (20) (696) (160) Other operating income 2 709 (995) 2 775 1 194 3 258 (561) 3 608 1 098 Dividend income 28-26 8 28-2 070 8 Gains or losses on financial assets and liabilities not measured at fair value (756) (19) - - (49) (15) - - through profit and loss Share of profit of investment in associate 209 91 - - - - - - Operating income 92 790 29 687 42 148 13 955 81 452 25 710 41 000 12 550 30.09. 2018 Q3 2018 30.09. 2017 Q3 2017 Personnel expenses (25 498) (8 391) (13 148) (4 243) (23 671) (7 836) (13 003) (4 194) Other administrative expenses 11 (22 056) (6 177) (10 512) (4 263) (21 228) (5 928) (10 528) (4 232) Depreciation (2 274) (737) (2 292) (788) (1,628) (522) (1 658) (576) Other operating expenses (4 442) 574 (1 389) (514) (4 307) 625 (1 261) (465) Net allowances for impairment loss 7 502 3 906 4 697 2 622 7 839 4 636 4 742 2 469 Profit before income tax 46 022 18 862 19 504 6 769 38 457 16 685 19 292 5 552 Corporate income tax (270) (298) (456) 73 295 304 (255) 145 Profit for the period from continuing operations 45 752 19 160 19 048 6 842 38 752 16 989 19 037 5 697 Other comprehensive income Items that may be reclassified to profit or loss in the future Changes in revaluation reserve of available for sale financial assets Items that may not be reclassified to profit or loss in the future - - 328 133 - - 328 133 Changes in revaluation reserve of financial assets at fair value through other 763 276 - - 762 275 - - comprehensive income Other comprehensive income total 763 276 328 133 762 275 328 133 Total comprehensive income 46 515 19 436 19 376 6 975 39 514 17 264 19 365 5 830 Profit attributable to: Equity holders of the 46 515 19 160 19 048 6 842 38 752 16 989 19 037 5 697 Total comprehensive income attributable to: Equity holders of the 46 515 19 436 19 376 6 975 39 514 17 264 19 365 5 830 The financial statements on pages 11 to 48 have been approved by the Management Board of the and signed on their behalf by: Riga, 27 November 2018 Kerli Gabrilovica Chairman of the Management Board Ivita Asare Member of the Management Board The accompanying notes are an integral part of these financial statements 11
Interim condensed statement of financial position as at and Assets Notes 30 September 2018 31 December 2017 30 September 2018 31 December 2017 Cash and balances with central banks 759 251 1 067 214 759 251 1 067 214 Due from other credit institutions (on demand) 4 58 667 34 634 58 339 33 865 Derivatives 10 27 002 17 223 27 002 17 223 Financial assets designated at fair value through profit or loss: 6 54 129 76 308 54 129 76 308 Debt securities and other fixed income securities 54 129 76 308 54 129 76 308 Financial assets at fair value through other comprehensive income 7 3 433 2 547 3 433 2 547 Loans and advances: 3 458 721 3 443 271 3 447 829 3 455 321 Due from other credit institutions (term) 4 13 070 70 823 13 070 70 823 Loans to customers 5 3 445 651 3 372 448 3 434 759 3 384 498 Accrued income and deferred expenses 2 734 3 726 2 099 2 145 Investment property 24 771 34 136 719 1 021 Property, plant and equipment 26 519 27 583 3 755 4 174 Intangible assets 2 229 1 681 1 851 1 297 Investments in subsidiaries 8 - - 62 412 60 507 Investment in associated companies 2 960 2 987 2 687 2 687 Current corporate income tax 346 90 18 - Other assets 9 19 184 24 884 14 810 20 635 Non-current assets and disposal groups classified as held for sale 147 2 656-519 Total assets 4 440 093 4 738 940 4 438 334 4 745 463 The financial statements on pages 11 to 48 have been approved by the Management Board of the and signed on their behalf by: Riga, 27 November 2018 Kerli Gabrilovica Chairman of the Management Board Ivita Asare Member of the Management Board The accompanying notes are an integral part of these financial statements 12
Interim condensed statement of financial position as at and (continued) Notes 30 September 2018 31 December 2017 30 September 2018 31 December 2017 Liabilities to central banks 12 26 472 60 500 26 472 60 500 Liabilities to credit institutions (on demand) 13 5 435 5 576 5 435 5 576 Derivatives 10 21 339 21 269 21 339 21 269 Financial liabilities at amortised cost: 3 809 894 4 108 051 3 827 925 4 126 470 Due to credit institutions (term) 13 1 112 658 1 165 227 1 112 658 1 165 227 Deposits from customers and other financial liabil0ities 14 2 697 236 2 942 824 2 715 267 2 961 243 Accrued expenses and deferred income 13 175 11 777 12 798 11 312 Income tax liability 52 1 283-1 233 Other liabilities 15 7 700 5 634 1 628 2 513 Provisions 1 134 261 1 045 228 Total liabilities 3 885 201 4 214 351 3 896 642 4 229 101 Shareholders equity Share capital 191 178 191 178 191 178 191 178 Share premium 69 713 69 713 69 713 69 713 Reserve capital 464 690 464 690 464 690 464 690 Revaluation reserve 1 429 666 1 428 666 Accumulated deficit (172 118) (201 658) (185 317) (209 885) Total shareholders' equity attributable to the shareholders of the 554 892 524 589 541 692 516 362 Total shareholders equity 554 892 524 589 541 692 516 362 Total liabilities and shareholders equity 4 440 093 4 738 940 4 438 334 4 745 463 The financial statements on pages 11 to 48 have been approved by the Management Board of the and signed on their behalf by: Riga, 27 November 2018 Kerli Gabrilovica Chairman of the Management Board Ivita Asare Member of the Management Board The accompanying notes are an integral part of these financial statements 13
Interim condensed statement of changes in equity for the nine months ended Share capital Share premium Reserve capital Revaluation reserve Accumulated result Total At 31 December 2016 191 178 69 713 224 118 155 (182 692) 302 472 Profit for the period - - - - 19 048 19 048 Decrease of revaluation reserve - - - 328-328 Total comprehensive income - - - 328 19 048 19 376 Increase of reserve capital - - 240 572 - - 240 572 Dividends declared (ordinary shares) - - - - (30,174) (30,174) At 30 June 2017 191 178 69 713 464 690 483 (193 818) 532 246 At 191 178 69 713 464 690 666 (201 658) 524 589 Profit for the period - 7 - - 45 752 45 752 Increase of revaluation reserve - - - 763-763 Total comprehensive income - - - 763 45 752 46 515 IFRS 9 transitional impact (Note 3) - - - - (16 212) (16 212) At 30 June 2018 191 178 69 713 464 690 1 429 (172 118) 554 892 At 31 December 2016 191 178 69 713 224 118 155 (186 679) 298 485 Profit for the period - - - - 19 037 19 037 Increase of revaluation reserve - - - 328-328 Total comprehensive income - - - 328 19 037 19 365 Increase of revaluation reserve - - 240 572 - - 240 572 Dividends declared (ordinary shares) (30,174) (30,174) At 30 September 2017 191 178 69 713 464 690 483 (197 816) 528 248 At 191 178 69 713 464 690 666 (209 885) 516 362 Profit for the period - - - - 38 752 38 752 Increase of revaluation reserve - - - 762-762 Total comprehensive income - - - 762 38 752 39 514 IFRS 9 transitional impact (Note 3) - - - - (14 184) (14 184) At 191 178 69 713 464 690 1 428 (185 317) 541 692 The accompanying notes are an integral part of these financial statements 14
Interim condensed statement of cash flows for the nine months ended 2018 2017 2018 2017 Cash flow from operating activities Profit before income tax and dividends 46 022 19 505 38 457 19 292 Depreciation and amortization of intangible assets and property and equipment 2 274 2 292 1 628 1 658 Decrease in provisions for doubtful debts and off-balance sheet liabilities (23 714) (4 768) (22 022) (4 848) (Profit)/loss from revaluation of securities, derivatives and loans (378) 325 (378) 325 Loss from revaluation of investment property 190 866 64 485 Loss from revaluation of investment in subsidiaries - - 6 095 - Share of (profit)/loss from associates 27 - - - (Profit)/loss from sale of fixed and intangible assets (2 045) 3 (2 045) 3 Dividends received (28) (26) (28) (2 070) (Profit)/loss from foreign currency revaluation (2 582) 10 (2 582) 23 Cash flow from operating activities before changes in assets and liabilities 19 766 18 207 19 189 14 868 (Increase)/decrease in loans and advances to customers (65 754) 5 228 (42 201) 30 396 Increase)/decrease in due from credit institutions 1 603-1 603 - (Increase)/decrease in financial assets designated at fair value through profit and loss 22 090 3 898 22 090 3 898 Increase/(decrease) in due to credit institutions (86 598) (10 830) (86 598) (10 830) (Increase)/decrease in accrued income and deferred expenses 993 843 46 7 Decrease/(increase) in other assets and taxes 4 611 (44 689) 4 698 (55 184) Increase/(decrease) in clients deposits (245 588) (77 878) (245 975) (76 557) Increase/(decrease) in derivatives (9 242) 9 859 (9 242) 9 859 Increase/(decrease) in accrued expenses and deferred income 1 397 (1 158) 1 486 (1 136) Increase/(decrease) in other liabilities 2 203 (57) (245) (602) Increase/(decrease) in cash and cash equivalents as a result of operating activities (354 519) (96 577) (335 149) (85 281) Cash flow from investing activities (Acquisition) of property and equipment and intangible assets 163 (588) 163 (573) Sale of property and equipment and intangible assets 122 1 120 1 Acquisition of participation in share capital of subsidiary and Business Unit - - (8 000) - Sale of participation in share capital of subsidiary and Business Unit - - - 285 (Acquisition) of investment property (136) (10 631) (3) - Sale of investment property 11 820 25 948 760 1 493 Dividends received 28 26 28 2 070 Increase/(Decrease) in cash and cash equivalents as a result of investment activities 11 997 14 756 (6 932) 3 276 Cash flow from financing activities Dividends paid - (30 174) - (30 174) Increase of revaluation reserve - 240 572-240 572 Increase/(decrease) in cash and cash equivalents as a result of financing activities - 210 398-210 398 Net (decrease) in cash and cash equivalents (342 522) 128 577 (342 081) 128 393 Cash and cash equivalents at the beginning of the year 1 152 432 506 027 1 151 663 505 428 Profit/(Loss) of foreign currency revaluation on cash and cash equivalents 2 582 (10) 2 582 (23) Cash and cash equivalents at the end of the year 812 492 634 594 812 164 633 798 Cash flow from interest received 80 281 38 982 70 832 35 358 Cash flow from interest paid 10 175 2 609 10 168 2 182 The accompanying notes are an integral part of these financial statements 15
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS 1. INCORPORATION AND PRINCIPAL ACTIVITIES Luminor AS was established as Rigas Komercbanka PLC on 26 June 1989. On 6 September 1991 it was incorporated in the Republic of Latvia as a joint stock company. The and its subsidiaries (the ) are engaged in banking and the financial services business. On 25 August 2016 DNB ASA, the sole shareholder of the at that time, and Nordea AB (publ) entered into an agreement to combine their operations in Estonia, Latvia and Lithuania in order to create a leading independent main financial services provider in the Baltics. The completion of the transaction was conditional upon receiving regulatory approvals. After receiving all approvals from the respective regulatory bodies, the transaction was closed on 1 October 2017. As a part of the transaction: the (AS DNB banka at that time) was renamed Luminor AS; Luminor AB, the majority of the shares of which is owned by DNB ASA and Nordea AB (publ), became the sole shareholder of Luminor AS; Nordea AB (publ) transferred to Luminor AS the assets and liabilities of Latvia branch of Nordea AB (publ) as well as the shares of certain Latvian companies owned by Nordea AB (publ) (including, among others, Luminor Pensions Latvia IPAS, Luminor Latvijas atklātais pensiju fonds AS and Luminor Līzings SIA). On 1 October 2017 Nordea AB and DNB ASA combined their Baltic business into a jointly owned bank, Luminor. This should be taken into account when 2017 reference figures are compared with 2018 figures. Significant events during first half of the year On 29th of March merger agreement for merging Luminor banks in Lithuania and Latvia to Luminor bank in Estonia was signed. The merger foresees full integration of the banks with headquarter in Estonia and branches in Latvia and Lithuania. On 28 June 2018 Luminor As (Latvia) and Luminor AB (Lithuania) and Luminor bank As (Estonia) received the European Central s approval for the cross-border merger of Luminor in the Baltics. The cross-border merger and legal change is expected to take place on 2 January 2019. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIE The principal accounting policies adopted in the preparation of these financial statements are set out below: a) Reporting currency The accompanying financial statements are reported in thousands of euro (EUR 000), unless otherwise stated. b) Basis of presentation The interim condensed financial statements for the six months ended 30 June 2018 have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union. The interim condensed financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Consolidated and s annual financial statements as at 31 December 2017. These financial statements comprise of both, the financial statements of the parent company AS Luminor and the interim consolidated statements. c) Consolidation Significant accounting judgment regarding investment funds and pension funds management The assesses that it does not control Investment and pension funds it manages. The does not have investments in funds it manages, it has a narrow scope of decision making powers (within local laws and regulations the funds manager has a discretion about the assets in which to invest) and is not exposed to variable returns (remuneration is a fixed commission rate, which is commensurate with the services provided and there is no obligation to funds losses). d) Foreign currency transalation Items included in the financial statements of each of the s entities are measured using the currency of the primary economic environment in which the entity operates ( the functional currency ). The consolidated financial statements are presented in EUR, which is the s and subsidiaries functional and presentation currency. All monetary assets and liabilities denominated in foreign currencies are translated into EUR at the official rate of the European 16
Central valid at the reporting period end. Gains and losses arising from this translation are included in the income statement for the period. Non-monetary items carried at cost are translated using the exchange rate at the date of the transaction. The principal rates of exchange (1 EUR to foreign currency units) set by the European Central and used in the preparation of the s and the s statements of financial position were as follows: Reporting date USD As at 1.15760 As at 1.19930 e) Income and expense recognition Interest income and expense are recognised in the statement of comprehensive income for all instruments measured at amortised cost using the effective interest rate method. Interest income includes coupons earned on fixed income investment securities. When loans become doubtful of collection, they are written down to their recoverable amounts and interest income is thereafter recognised based on the effective interest rate that was used to discount the future cash flows for the purpose of measuring the recoverable amount. Interest expense also comprises regulatory charges such as payments to Deposit Guarantee Fund and Single Resolution Fund as well as charge of financial stability, which are recognised in the statement of comprehensive income as incurred. Fee and commission income and expense are recognised on an accrual basis. Fees earned from the provision of services over a period of time are recognised over that service period. Fees attributable to loan issuance and other credit related fees are deferred and recognised as an adjustment to the effective interest rate on the loan. Fee and commission expense paid to other financial institutions are recognised as transaction costs and recorded using the effective interest rate method. Income and expense other than interest and/ or commission and fee income/ expense represent items associated with the core business of related entities of the. f) Use of judgements and estimates The makes estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Estimates and judgements are continually evaluated and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Except for IFRS 9 related estimates, further described in Note 3, the significant judgements made by management in applying the s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended. g) Seasonality of operations The s banking and the financial services business is not highly seasonal. 3. NEW STANDARDS, INTERPRETATIONS AND AMENDMENTS ADOPTED BY THE GROUP The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the s or `s annual financial statements for the year ended 31 December 2017, except for the adoption of new standards effective as of 1 January 2018. The or has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. The nature and the effect of these changes are disclosed below. Adoption of new and/or changed IFRS and International Financial Reporting Interpretations Committee (IFRIC) interpretations IFRS 9 Financial Instruments The has adopted IFRS 9 as issued by the IASB in July 2014 with a date of transition of1 January 2018, which resulted in changes in accounting policies and adjustments to the amounts previously recognised in the financial statements. The did not early adopt any of IFRS 9 in previous periods. As permitted by the transitional provisions of IFRS 9, the elected not to restate comparative figures. Any adjustement to the carrying amounts of financial assets and liabilities at the date of transition were recognised in the opening retained earnings of the current period. The adoption of IFRS 9 has resulted in changes in accounting policies for recognition, classification and measurement of financial assets and financial liabilities and impairment of financial assets. Classification and measurement 17
At initial recognition, the measures trade receivables that do not have a significant financing component (determined in accordance with IFRS 15) at their transaction price. Other financial assets and financial liabilities are measured at initial recognition at their fair value plus or minus, in the case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Subsequent measurement of financial assets depends on the classification performed by the at initial recognition. At initial recognition, financial assets can be classified into one of the following categories: Financial assets measured at fair value through profit or loss, Financial assets measured at fair value through other comprehensive income (OCI), Financial assets measured at amortised cost. Classification is performed based on both the s business model for managing financial assets and the characteristics of contractual cash flows of the financial assets. However, financial assets that meet the amortised cost or fair value through other comprehensive income measurement criteria, may be designated on initial recognition by the to fair value through profit or loss measurement option, provided that particular qualifying criteria are met. Additionally, the may make an irrevocable election at initial recognition for particular investments in equity instruments that would otherwise be measured at fair value through profit or loss to present subsequent changes in fair value in other comprehensive income. On initial recognition, financial liabilities are classified into one of the following categories: Financial liabilities measured at amortised cost, Financial liabilities measured at fair value through profit or loss. Financial liability is classified as measured at fair value through profit or loss if: It meets the definition of held for trading and It is designated upon initial recognition to fair value through profit or loss measurement option All other financial liabilities are classified as measured at amortised cost. Impairment of financial assets IFRS 9 fundamentally changed the credit loss recognition methodology. The standard replaced IAS 39 s incurred loss approach with a forward-looking expected credit loss (ECL) approach. The is required to recognize an allowance for expected losses for all loans and other debt financial assets not held at FVPL, together with loan commitments and financial guarantee contracts. The allowance is based on the expected credit losses associated with the probability of default in the next twelve months unless there has been a significant increase in credit risk since origination, in which case, the allowance is based on the probability of default over the life of the asset. Loss allowances based on lifetime expected credit losses are calculated also for purchased or originated credit-impaired assets (POCI) regardless of the changes in credit risk during the lifetime of an instrument. The has established a policy to perform an assessment at the end of each reporting period of whether credit risk has increased significantly since initial recognition by considering the change in the risk of default occurring over the remaining life of the financial instrument. The assets to test for impairment are divided into three groups depending on the stage of credit deterioration. Stage 1 includes assets where there has been no significant increase in credit risk or which are classified as low risk (rating categorised as Investment grade or higher), stage 2 includes assets where there has been a significant increase in credit risk and stage 3 includes defaulted assets. Significant assets in stage 3 are tested for impairment on an individual basis, while for insignificant assets a collective assessment is performed. In stage 1, the allowances equal the 12 month expected credit loss. In stage 2 and 3, the allowances equal the lifetime expected credit losses. One important driver for size of allowances under IFRS 9 is the trigger for transferring an asset from Stage 1 to Stage 2. Luminor has decided to use a mix of absolute and relative changes (0.6 p.p. and 2.5 times) in 12 month point-in-time Probability of Default (PD) to determine whether there has been a significant increase in credit risk. In addition, customers with forbearance measures, included in watch list and contracts with payments more than thirty days past due are also transferred to Stage 2. The agreed IFRS 9 impairment methodology is documented in internal procedures, applied in daily life, integration into front office business processes follows and is intended to be finalized during the year 2018, but this does not impact impairment calculation. In general, IFRS 9 impairment model results in earlier recognition of credit losses for the respective items and increases the amount of loss allowances recognised for these items. Moreover, the impairment calculations under IFRS 9 are more volatile and procyclical than under IAS 39, mainly due to the significant subjectivity applied in the forward looking scenarios. IFRS 9 impairment requirements are applied retrospectively, with transition impact recognized in retained earnings. Capital management The new expected loss approach model had a negative impact on the s regulatory capital. Upon the decision of the Board of Directors of Luminor AB the did not apply transitional arrangements allowed by EU Regulation 2017/2395 and 18
recognised the full effect of the implementation of IFRS 9 from 1 January 2018. The capital adequacy ratio is still significantly above the regulatory minimum and in line with the internal Risk Appetite statement. Impact of the adoption of IFRS 9 Set out below are disclosures relating to the impact of the adoption of IFRS 9 on the. Classification and measurement of financial instruments The measurement category and the carrying amount of financial assets and liabilities in accordance with IAS 39 and IFRS 9 at January 2018 are compared as follows: Financial assets Original measurement category under IAS 39 New measurement category under IFRS 9 IAS 39 carrying amount New carrying amount under IFRS9 1 January 2018 Cash and balances with central banks Due from s and other credit institutions Loans and receivables Amortised cost 1 067 214 1 067 214 Loans and receivables Amortised cost 105 457 105 406 Financial assets designated at fair value through profit or loss Derivative financial instruments Available for sale financial instruments Financial assets at FVTPL (under fair value option) Fair value through profit or loss Available for sale Financial assets at FVTPL (under fair value option) Fair value through profit or loss Fair value through other comprehensive income 76 308 76 308 17 223 17 223 2 547 2 547 Loans and advances to customers Loans and receivables Amortised cost 2 850 906 2 837 431 Finance lease receivables Loans and receivables Amortised cost 521 542 520 722 There were no changes for classification and measurement of financial liabilities. 19